Regeneration
by TheStoryWizard
Summary: While on the run from changelings, Doctor Hooves is mortally wounded. What will Derpy think when he begins changing right before her eyes? One-Shot.


**AN: This is just a short one-shot; something to keep you entertained while I work on my other stories. I hope you enjoy**

 **2nd AN: This story takes place around the time of the 2nd Changeling Invasion at the end of Season 6**

 **Regeneration**

When the Changeling's Invaded Ponyville, panic had quickly set in. Apparently it had started with Princess Twilight and her friends but very quickly the entire town was flooded with changelings; their numbers were so great that the skies of Equestria had turned black. So the solution for most ponies, as futile as their efforts may be, was to run; for Derpy and Doctor Hooves it was no different.

"Do you think we can make it to the T.A.R.D.I.S. Doc?" Derpy asked nervously as a sizable horde noticed their flight and began quickly pursuing the two earth ponies.

"Well yes that _is_ the plan" The Doctor pointed out. "However I fear that we may have ourselves in a bit of an insurmountable situation, my dear"

"Can't you just bring the T.A.R.D.I.S. to us?" Derpy pointed out.

The Doctor stopped dead in his tracks, a look of dumb realization etched across his face. "Hmm...I suppose you're right, Derpy. Has anyone ever told you that you're brilliant?" fetching the sonic screwdriver from his satchel, he quickly summoned the T.A.R.D.I.S. around them with a _bzzzzt_

Derpy could only blush in response. "Gee thanks, Doc. You're a real...LOOK OUT!". One of the changelings had noticed their attempted departure and in the split second before the protective walls of the T.A.R.D.I.S. had materialized, a burst of dark magic flew through the air and hit The Doctor square in the chest before piercing it and bursting through his back. "Well then...it would appear I've been hit" before he could utter another word, The Doctor collapsed on the floor in a pool of his own coughed up blood.

Her eyes full of tears, Derpy repeatedly shook The Doctor in a futile attempt to get him to respond; however as the gears of the T.A.R.D.I.S. began turning and the time vortex began to form around them, he continued to lay there unresponsive.

"Oh no" Derpy frowned, running around pressing as many buttons as she could find. "One these has got to do something, grr...HELP THE DOCTOR!" slamming her hoof on the console she did in fact receive a response.

 _Subject: The Doctor_

 _Vital Signs-Low_

"You mean he's still alive?" Derpy asked hopefully.

 _Affirmative_

"Can you help him?" Derpy asked

 _Negative. Critical damage sustained. Recovery unlikely_

"Then what good are you!" Derpy shouted, throwing The Doctor's screwdriver across the room in frustration, before attempting CPR. "Come on, Doc...get up. You can do this!"

Coughing up more blood, The Doctor regained consciousness and struggled to his hooves. "My word!, could you possibly be any louder?, you're liable to wake up everypony in existence!"

Derpy ran up to hug The Doctor, accidentally squeezing too hard and causing him to cough up blood once more, realizing her mistake she took a step. "Oh...I'm sorry, Doc. Are you going to be okay?"

The Doctor smiled. "It's quite alright, my dear. I'd already taken a beam of magic straight to the heart, any damage you might have caused me is irrelevant at this point"

Unable to hold back her tears, Derpy collapsed on the ground next to The Doctor. "Y-you mean? No...you can't!"

"It's quite already, Derpy" The Doctor stated calmly, removing his bow tie and placing it on the T.A.R.D.I.S console "Everypony must go at somepoint; and there's nothing we can do about it now"

"Don't you have some sort of thingamajiger around here that can fix you up?" Derpy suggested, barely audible above the river of tears flowing down her face. "Something? Anything?"

"Afraid not" The Doctor sighed. "This is it for me" he stated, glancing at his hoof which was beginning to sparkle with a golden aura. "Well...this version of me, anyway"

Roused out of her tear-filled state and back into confusion, Derpy could only point in awe as The Doctor's whole body began to emanate the same golden aura. "Umm...Doc. You're glowing...why are you glowing? Do all ponies glow when they...when they" suddenly she had started crying again. "When they d-die?"

"No, just me" The Doctor informed her, maintaining the calm in his voice though it now tinged with a hint of regret, holding Derpy's hoof in his own gently. "I'm afraid I have not been entirely honest with you. my friend. You see I'm not really a pony" noticing the confusion in Derpy's eyes he continued. "Well...technically I am..but well...I'm different"

"In what way?" Derpy asked, trying to dry up her tears which had now begun to mix with what was left of the blood flowing from The Doctor's chest, a wound which was now beginning to heal, causing Derpy to gasp. "Doc, you're healing!"

The Doctor smiled faintly. "Yes, quite. As I was saying, I'm not really a pony, I'm a Time Turner"

Derpy's eyes lit up in fascination "You're an..."

"Alien, yes"

"So you're from..."

"Space, yes"

"That's awesome" Derpy started jumping around the T.A.R.D.I.S. "And that explains why you have a Time Machine. Does that mean it's a spaceship too? Can you heal yourself whenever you want? Do you live forever? *Gasp* Can we get _SPACE MUFFINS?_ "

"Calm down child, I...EURGGH!" suddenly The Doctor jerked backwards. "It's started! Would you please step back, Derpy I need to take us to Ponyville after Starlight and her friends deal with this changeling mess. It's much safer to regenerate outside the time vortex"

"Wait, Starlight saves Equestia?" Derpy asked. "I thought she was just Princess Twilight's student"

"Yes, well things changed after the changelings got reformed"

"The changelings got reformed?"

"I'm clearly telling you too much" The Doctor sighed, adjusting the controls and landing the T.A.R.D.I.S. in Ponyville a few days after their escape. "The point is that the process of regeneration is done much easier if the T.A.R.D.I.S. is stationary...now take a few more steps back"

Derpy did so without hesitation but still could not help her own curiosity. "What's regeneration? And why are you glowing so much?"

The Doctor sighed as the aura began to build rapidly around him. "I don't have a whole lot of time to explain, but to put it in simple terms I'm going to change"

"How?"

"My appearance, my personality. It's all going to change" The Doctor further explained. "I'll be completely different. I may even change gender. I mean it's never happened before but..."

"But I like you the way you are, Doc" Derpy said, once again trying not to cry. "I don't want you to go"

"Neither do I, child" The Doctor frowned. "But there's no turning back now" walking up to Derpy he gently wiped the tears from her eyes before bolting back to the console. "I promise you one thing, no matter what changes I'll still be me. I might be a little wonky at first, but I won't forget you. You will always be my friend, Derpy"

"Goodbye, Doc" Derpy said. "I'll miss you"

"You as well, my friend" The Doctor said, before the aura completly engulfed not only him but the T.A.R.D.I.S as well, breaking several gadgets and sending energy flying out the windows and into Equestria. The ground shook, The T.A.R.D.I.S. shook, and it was enough to knock Derpy off her hooves and into a corner.

When the aura dissipated and Derpy had gotten back up, The Doctor looked vastly different.

* * *

The Doctor spent the first several minutes examining his new body in the mirror, with Derpy trotting behind him in tow. While still an earth pony, The Doctor was now a bit shorter than Derpy and sported a silvery dark blue coat. He had become significantly older, now having a few wrinkles and grayish-white hair that made Derpy think of Star Swirl the Bearded. His eyebrows had grown thicker giving him the appearance of a disapproving grandfather and his hoofs now had a faded darkness in color, but his piercing green eyes as well as his shiny new cutie mark (the hourglass had turned over anew as opposed to the sand having nearly run out) gave away that The Doctor's youthful exuberance was not going anywhere any time soon.

"Doc?" Derpy asked cautiously.

The Doctor continued to look in the mirror. "Hmm...I guess it's not terrible. Honestly I'd forgotten how well I can pull off old. Not sure about the eyebrows though" he turned around to face Derpy "What do you think?"

"Ummm..."

"Well, speak up" The Doctor demanded. "Don't just stand there with your mouth open, you'll catch flies. Rassilon knows how those things get in the T.A.R.D.I.S. but they do. If Daleks took lessons from flies I might not have gotten this far"

"What's a Dalek?"

"Nevermind that just tell me how I look...I don't say I look old because I know _that_ already"

"Maybe I'd know better if you put on a different outfit?" Derpy suggested.

"Now that you mention it, I do find this outfit a bit childish" The Doctor agreed, looking down at the bow tie that he had taken off moments before. "What on Equis was I thinking?" he quickly trotted off to the closet. "In a few moments I shall return"

* * *

A few minutes later, The Doctor returned wearing something he thought suited him better. Clad in a dark blue suit with some red line and a white frilled button neckline he inspected himself once more in the mirror and seemed to have improved his mood.

"Well?" The Doctor asked expectantly. "What do you think?"

Derpy hesitated for a moment, but then smiled, bringing The Doctor in for a hug. "Looking sharp, Doc"

The Doctor wiggled uncomfortably in Derpy's grasp. "Yes that's nice. Could you let go of me please, Derpy? I don't think I'm the hugging type anymore"

"I don't think you get a vote" Derpy argued, nuzzling The Doctor despite his protests before taking a step back, awaiting his next move.

"Quite" The Doctor said, somewhat annoyed, taking in his surroundings as if trying to remember something. "Could you remind me when and where we are?"

"Umm...Modern Day Ponyville?" Derpy suggested weakly.

"Yes, but what year?" The Doctor sighed, but his sigh quickly became a smile. "You know it doesn't matter, Ponyville is too boring. How about we go on another adventure? New body. New mind. This version of me needs some experience of it's own"

Derpy's eyes lit up with delight. "YAY! So where are we going, Doc?"

The Doctor thought for a moment and then began playing around the the controls. "What was it you suggested? Ah yes...somewhere with space muffins"

 **I hope you enjoyed, I put a lot of thought into this even if it only took me a few hours to make.**

 **Tune in to my MLP Story Arc as well as any other stories I have made or may make and please leave a review**

 **Thank You,**

 **TheStoryWizard**


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